Good Shepherd Home

“DOCUMENTS AVAILABLE TO PUBLIC: tHE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.”

“MONITOR AND ENFORCE CONFLICT OF INTEREST POLICY: The organization's board reviews the conflict of interest policy annually and REQUIRES ITS MEMBERS TO SIGN IT ANNUALLY.”

“FORM 990 REVIEW PROCESS: The Form 990 is prepared by our outside accounting firm and then provided to the Executive Director, Accounting Manager and Finance Committee for their review. Prior to the filing of the return, the Form 990 is sent to our Board of Directors.”

“Process for determining compensation: On an annual basis, the Board of Directors will do the Following: a.) Complete an annual performance and compensation analysis of the Executive Director. b.) The Personnel Committee of the Board will meet with the Executive Director on an annual basis to review their performance and establish any new goals necessary. c.) The Executive Director will ensure participation in the annual compensation survey conducted by Leading Age, Leading Age Ohio, or The Board and Administrator. Information from the surveys will be shared with the chair of the Personnel Committee. d.) The Personnel Committee will report to the full board in executive session their observations and recommendation regarding the Executive Director. e.) All Board Members will participate in the evaluation process. f.) The Board will use the compensation surveys and other related documentation in consultation with the Executive Director to set appropriate compensation levels for the upcoming year. It is the intent of this Board to set compensation at a level in excess of the 50th percentile of the surveys or on par with local organizations, whichever is greater. Furthermore, the general performance of the Home will be a determining factor in the final wage consideration.”

“Member CLASSES: Number and qualification of members: A. This corporation shall be governed by a twelve (12) member Board of Trustees, eleven (11) of whom shall be elected from and by the membership and one (1) of whom shall be elected by the Northern Ohio District of the Church of the Brethren. At no time shall a sufficient number of Trustees related as (i) husbands and wives (ii) siblings or (iii) parent and child, constitute the quorum requirement for conducting Corporate business. B. At least Four (4) members of the Board of Trustees shall be members of the Northern Ohio District of the Church of the Brethren. C. At least six (6) members of the Board of Trustees shall be residents within the communities and geographic areas served by Good Shepherd Home regardless of church affiliation. D. One (1) member shall be a resident living within the campus of Good Shepherd Home. E. At least one (1) member who is not a Church of the Brethren member shall have a non-Fostoria 44830 address. F. Each member of the Board of Trustees must be a member. In the event the Northern Ohio District of the Church of the Brethren elects a Board member who is not a corporate member, that Board member shall automatically become a corporate member. Election of Members: A. Members shall be elected to membership at the annual meeting of the members of the corporation. B. An affirmative vote of a majority of the members present shall be required for election. C. The Board of Trustees may elect qualified members to fill vacancies that occur between annual meetings to ensure a minimum of twelve (12) members. Membership Status: A member, once elected, shall retain membership status with the corporation until he/she dies, resigns or is removed with or without cause. The Board of Trustees retains the right to establish terms and/or fees for membership. Voting Rights: Each member shall be entitled to one vote on each matter submitted to a vote of the membership. The vote of the majority of those members present shall decide any questions brought before such meeting, unless the question is one upon which, by law, the Articles of Incorporation or these regulations requires a different vote, in which case such expressed. provision shall govern and control. Proxy voting shall not be allowed. Removal of Members: The Board of Trustees may, by affirmative vote of a majority of the Trustees, remove a member with or without cause. Any member whose removal has been proposed by the Trustees shall be given the opportunity to be heard at the annual meeting or a special meeting called for that purpose.”

“Reconciliation of net assets: total other changes in net assets or fund balances: change in fv of interest rate swap <$ 107,600.> change in fv of beneficial interest $ 2,013. Transfer to affiliate <$ 10,000.> ------------- <$ 115,587.>”